Thank you for your interest in making a purchase with LabStrong Corporation (“Seller”). Unless otherwise expressly agreed in writing, all sales are subject to the following Terms and Conditions.
All sales are subject to and expressly conditioned upon the terms and conditions contained herein, and upon customer's assent thereto. The terms and conditions contained herein will be controlling, and any additional and/or inconsistent terms and conditions set forth in any acknowledgment, purchase order, or acceptance documents requested from and/or provided by customer are expressly rejected. No variation of these terms and conditions will be binding upon LabStrong unless agreed to in writing and signed by an officer of LabStrong.
Terms of Payment
Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer in accordance with the terms on the face of the invoice. If no payment terms are stated on the face of invoice, payment shall be net thirty (30) days from the date of invoice. If Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon at a periodic rate of one and one-half percent (1.5%) per month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller's rights hereunder. When a credit card is used to pay monies to satisfy a past due account, Buyer will be charged an additional processing fee of 2.5% on the amount charged to the credit card at time of processing. New Buyers are required to submit one bank reference and three trade references to Seller prior to shipment. Seller reserves the right to require from Buyer full or partial payment in advance, or other security that is satisfactory to Seller, at any time that Seller believes in good faith that Buyer's financial condition does not justify the terms of payment specified. All payments shall be made in U.S. Dollars. A minimum order of $25.00 is required.
All prices published by Seller or quoted by Seller's representatives may be changed at any time without notice. All prices quoted by Seller or Seller's representatives are valid for ninety (90) days, unless otherwise stated in writing. All prices of the products will be as specified by Seller or, if no price has been specified or quoted, will be Seller's price in effect at the time of shipment. In the event the price is to be increased to a price higher than the contract price, Seller will so notify Buyer prior to shipment, and Buyer shall have ten (10) days to cancel order if increased price is unacceptable. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements, or other terms of conditions, which are not part of Seller's original price quotation.
Taxes and Other Charges
Prices for the Products exclude all sales, value added and other taxes and duties imposed with respect to the sale, delivery, or use of any Products covered hereby, all of which taxes and duties must be paid by Buyer. If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.
The products will be shipped to the destination specified by Buyer, F.O.B. Seller's shipping point. Seller will have the right, at its election, to make partial shipments of the products and to invoice each shipment separately. Seller reserves the right to stop delivery of products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller's reasonable control. In the event of a delay due to any cause beyond Seller's reasonable control, Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Buyer's control may be placed in storage by Seller at Buyer's risk and expense and for Buyer's account.
Claims for damage in shipment must be filed immediately with the delivering carrier. Claims for shortages, shipping errors or any claim that the goods do not conform with the terms of the contract must be submitted to the Seller in writing within five (5) days of receipt. If Buyer fails to give such notice, the goods shall be deemed to conform to contract terms, and Buyer shall accept and pay for the goods in accordance with the contract. Buyer waives any right to revoke acceptance after such five-day period. All claims must be accompanied by a copy of the packing slip.
Deferred Orders and Cancellations
Requests by Buyer for changes in shipping schedule on orders in process are subject in all cases to approval and acceptance by Seller in writing, and will be further subject to revisions in price and/or charges for work already in progress.
In the event of cancellation by Buyer, Seller shall be entitled to cancellation charges of 25% of the cancelled order or such greater amount as expended by Seller in connection with such cancellations. Orders in process may be canceled only with Seller's written consent and upon payment of Seller's cancellation charges.
No return will be accepted by the Seller for any reason without prior written authorization from LabStrong Customer Service. Returns will be accepted only if accompanied by a LabStrong issued equipment decontamination certificate (secured to the outside of the shipping package) as regards to potential contamination with hazardous materials due to customer's use of the product. If product is received without meeting these criteria the shipment will be returned at the shippers expense. Buyer is responsible for all shipping expenses associated with the return. In the event of a return, Seller shall be entitled to handling and restocking charges of 25% or such greater amount as expended by Seller in connection with such returns.
Typographical or Printing Errors
Any typographical, printing, stenographic, clerical, or other errors are subject to correction by the Seller.
Seller warrants that its products sold in the continental United States and Canada are free from defects in materials and workmanship (under normal conditions of use and service) for the period specified in the product manual or on the warranty card enclosed with the product from date of shipment to the original purchaser and will conform to the contract specifications or such other specifications which constitute technical improvements to the product.* Labor outside of the continental United States or Canada is not covered. The exclusive remedy of Buyer in the event of a breach of the foregoing warranty is to the replacement or repair (at Seller’s option) of any defective product. No goods shall be returned to Seller for repair or replacement pursuant to this warranty without prior written approval. All cleaning, decontamination, and shipping costs shall be the sole responsibility of the Buyer together with any damage to the goods that might occur in transit to or from Seller. Under no circumstances does Seller’s responsibility or warranty extend to products other than those manufactured or distributed by Seller; nor does Seller’s liability extend to any products, articles or parts which are furnished by Buyer or obtained from other
manufacturers or suppliers at Buyer’s request and/or in accordance with Buyer’s specifications. In the event that Seller is unwilling or unable to repair or replace any defective or nonconforming product due to change in technical standards, technical modifications, non availability of material or parts, or any other reason, Buyer shall be entitled to a return of the purchase price paid for such product, as its sole and exclusive remedy. Seller assumes no responsibility whatsoever for the accuracy of designs, specifications or materials furnished or specified by Buyer. THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS. THE BUYER ACKNOWLEDGES THAT IT IS NOT RELYING ON THE SELLER’S SKILL OR JUDGEMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE SET FORTH HEREIN. IN NO EVENT SHALL SELLER BE LIABLE FOR BUYER’S LOSS OF PROFIT OR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND.
*All wearing and glass parts, e.g., pistons, seals, valves, etc. are excluded from this Warranty.
Indemnity for Nuclear Uses
Purchaser, customer, or lessee agrees to indemnify and hold Seller harmless from any and all liability or damage arising out of the use of the equipment sold or leased hereunder in, on, or with any nuclear installation, activity, use or purpose.
Indemnity for Products Manufactured According to Customer's Requirements
In the event Seller provides products in accordance with drawings, models or samples provided by the customer, customer shall indemnify Seller from any liability, cost or expense suffered by Seller as a result of the violation of any law or regulation or the infringement of any industrial property right or other right of third parties.
Supply of Spare Parts
In the event Seller is obliged under the contract to supply spare parts, this obligation shall be limited to a period of five (5) years from the date of delivery. If the spare parts are not produced by the Seller and are no longer available on the market on commercial terms similar to those existing on the date of delivery of the product - e.g., electronic parts - or if the material needed for their production is no longer available, Seller shall have no obligation to supply such spare parts.
Notification of Product Hazards and Recall of Products
Customer will inform Seller immediately in writing about any events, which indicate any hazards, connected with the product. Upon written notice of the Seller about hazards in connection with the products or unfitness for use of the products and recall of products, the customer will immediately cease using the products and will return the products to the Seller upon Seller’s request. In the event Seller does not repair product for any reason, the customer, as its sole remedy shall be entitled compensation equivalent to the current value of the used product, but in no event more than the purchase price. Seller shall not be liable for Buyer’s loss of profit or incidental, consequential or special damages of any kind.
Buyer acknowledges each Product and any related software and technology, including technical information supplied by Seller or contained in documents (collectively "Items"), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the "EAR"), which may restrict or require licenses for the export of items from the United States and their re-export from other countries. Buyer shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any item.
By Seller: Seller agrees to indemnify, defend and save Buyer, its officers, directors and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) able attorney’s fees) (“indemnified items”) for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyers premises under this Agreement and (ii) claims that a product infringes any valid United States patent, copyright or trade secret; provided however Seller shall have no liability under this section to the extent any such indemnified items are caused by either (i) the negligence or willful misconduct of Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iii) use of product in combination with equipment or software not supplied by Seller where the product would not itself be infringing, (iv) compliance with Buyer’s designs, specifications or instructions, (v) use of product in application or environment for which it was not designed or (vi) modifications of product by anyone other than Seller without Seller’s prior written approval. Buyer shall provide Seller prompt written notice of any third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or at the options of the Seller, to settle the same. Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this section.
Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) produces for Buyer the right, at no additional expense to Buyer, to continue using the product, (b) replaces or modifies the product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the product; or (c) in the event (a) and (b) are not practical, refund to Buyer the amortized amounts paid by Buyer with respect thereto, based on a five (5) year amortization schedule. The foregoing indemnification provision states Seller’s entire liability to Buyer for the claims described herein.
By Buyer: Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller its parent, subsidiaries, affiliates and divisions and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees and disbursements and court cost) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors, (ii) use of product in combination with equipment or software not supplied by Seller where the product itself would not be infringing, (iii) Seller’s compliance with designs, specifications, or instructions supplied to Seller by Buyer, (iv) use of a product in an application or environment for which it was not designed; or (v) modification of a product by anyone other than Seller without Seller’s prior written approval.
Buyer may not delegate any duties nor assign any rights or claims hereunder without Seller’s prior written consent, and any such attempted delegation or assignment shall be void. (b) The rights and obligations of the parties hereunder shall be governed by and constructed in accordance with the laws of the State of Iowa, without reference to its choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts location in Dubuque County, Iowa, in any action arising out of or relating to this agreement and waves any other venues to which it may be entitled by domicile or otherwise. (c) In the event of any legal proceeding between Seller and Buyer relating to this agreement, neither party may claim the right to a trail by jury, and both parties waive any right they may have under applicable law or otherwise to a right to a trial by jury. Any action arising under this agreement must be brought within one (1) year from the date that the cause of action arose. (d) The application to this agreement of the U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded. (e) In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain. (f) Seller’s failure to enforce, or Sellers’s waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision. (g) Unless otherwise expressly stated on the product or in the documentation accompanying the product, the product is intended for research only and is not to be used for any other purpose, including without limitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any consumption by humans or animals. (h) Buyer agrees that all pricing, discounts and technical information that Seller provides to Buyer are the confidential and proprietary information of Seller. Buyer agrees to (1) keep such information confidential and not disclose such information to any third party, and (2) use such information solely for Buyer’s internal purposes and in connection with the products supplied hereunder. Nothing herein shall restrict the use of information available to the general public. Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received when personally delivered or three (3) business days after being sent by certified mail, postage prepaid to a third party at the address specified herein or at such other address as either party may from time to time designate to the other.
Product appearance, catalog numbers, prices, specifications, and technical information are subject to change without notice.
Last Updated: 8/15/12